Whole Time CS Vacancy must be filled with 6 months from date of Vacancy: MCA Imposes Rs.8 Penalty for Delay in Appointment
The order recorded that the company met the thresholds under the Act requiring appointment of a CS, and since it does not qualify as a “small company,” the benefit of reduced penalties under Section 446B cannot be extended.
The Ministry of Corporate Affairs ( MCA ) has imposed penalties on a limited company and its directors for failing to comply with Section 203(5) of the Companies Act, 2013, which mandates appointment of a Whole-Time Company Secretary (CS) within six months of the position falling vacant.
According to the adjudication order dated 07 November 2025, the company, Amagi Media Labs Limited defaulted in appointing a CS for 49 days during the period from 16 October 2020 to 04 December 2020, following the resignation of its previous CS on 15 April 2020.
The company had filed a suo-motu adjudication application acknowledging the non-compliance and admitted that it crossed the statutory six-month limit (i.e., beyond 15 October 2020). The ROC noted that the company was mandatorily required to have a Whole-Time CS but failed to do so within the prescribed time.
The order recorded that the company met the thresholds under the Act requiring appointment of a CS, and since it does not qualify as a “small company,” the benefit of reduced penalties under Section 446B cannot be extended.
After issuing a Show Cause Notice on 22 October 2025 and considering the company’s replies filed on the MCA e-Adjudication portal, the ROC proceeded with the matter without a hearing because no hearing had been sought by the company or its directors.
The adjudicating officer observed that the facts submitted in the application and replies clearly established uninterrupted violation of Section 203(5) for the specified 49-day period.
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Consequently, penalties were imposed under Section 203 read with Section 454 of the Companies Act. The company was levied a penalty of ₹5,00,000, while each of the directors in default were individually penalized ₹98,000.
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